RNS Number:1678T
Noble Investments (UK) PLC
12 December 2003
PRESS RELEASE
12 December 2002
Noble Investments (UK) plc
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 AUGUST 2003
Chairman's statement
As stated in the interim results of the Company for the six month period ended
28 February 2003, the disposal of the Group's subsidiaries was completed on 25
February 2003. Since that date, and until 16 October 2003, the Company has not
traded and has maintained its quotation on AIM as a cash shell.
In the circular to Shareholders dated 7 February 2003, the Directors stated that
they had resolved to find and purchase a business which could restore some
Shareholder value and, to this end, we have been considering ways in which to
achieve this. These have included pursuing possible acquisitions of businesses
in a number of sectors, including manufacturing, packaging and e-commerce.
After careful consideration and discussion, the Directors concluded that the
most appropriate opportunity to enhance shareholder value was to change the
business of the Company to a company specialising in trading and investing in
rare coins and possibly other collectibles. The new business intends to acquire
rare coins of fine quality, predominantly of UK or European origin, and over
time develop a quality rare coin collection. The Board will also seek
opportunities to acquire private coin collections that meet its criteria in
terms of quality and rarity that will enhance the Company's overall portfolio.
To this end, a circular was sent to shareholders on 23 September 2003 proposing
this change of business and also a placing of shares to raise #751,901 (net of
expenses) to fund the new business. An Extraordinary General Meeting was held on
16 October 2003 at which the proposals were approved. The Company acquired the
coin collection of Ian Goldbart, one of the two new Directors appointed on 16
October 2003, valued at #198,000 and paid for by the issue of ordinary shares.
Further details of the circular and share issues are given in notes 5 and 8.
The business will operate with low administrative costs which can be met through
trading some of the collection to generate operating profits. Parts of the
collection will be held as an investment over the long term or for a shorter
period should a suitable offer be received. Interest income will be generated
from cash reserves to further cover administrative costs. With no long-term
debt in the Company, the rare coin collection will serve to provide the ordinary
shares with a tangible asset backing. The coin collection will be stored in a
safe deposit to the Company's account.
Results
The Group's results shown in the consolidated profit and loss account relate
entirely to discontinued activities, being the trading activities of the Group's
subsidiaries up to the date of their disposal.
The Company is unable to pay a dividend in respect of the year ended 31 August
2003 (2002: #nil).
Board
Ian Goldbart and Dimitri Loulakakis were appointed as Executive Director and
Non-executive Director respectively on 16 October 2003. Ian Goldbart will
implement the new business strategy and will be advised by Dimitri Loulakakis
who has 35 years experience of trading in rare coins.
Prospects for the current year
The Board is optimistic about the prospects of the Company following the change
of business.
Roger Newton
Non-executive Chairman
12 December 2003
Consolidated profit and loss account for the year ended 31 August 2003
Note
2003 2002
#'000 #'000
Turnover - discontinued operations 9,073 20,056
Cost of sales (7,703) (17,752)
Gross profit 1,370 2,304
Administrative expenses (2,037) (24,511)
Operating loss before goodwill amortisation and impairment
and exceptional costs (325) (716)
Goodwill amortisation and impairment (188) (19,823)
Exceptional costs 2 (154) (1,668)
Operating loss - discontinued operations (667) (22,207)
Loss on disposal of fixed assets (4) (63)
Profit on disposal of subsidiary undertakings 3 11,990 -
Profit/(loss) on ordinary activities before interest 11,319 (22,270)
Net interest payable (846) (1,554)
Profit/(loss) on ordinary activities before taxation 10,473 (23,824)
Tax on profit/(loss) on ordinary activities - 52
Retained profit/(loss sustained) transferred to/(from) 10,473 (23,772)
reserves
Earnings/(loss) per share: # #
Basic and diluted earnings/(loss) per share 4 17.01 (38.60)
Adjusted loss per share 4 (1.90) (3.60)
Following the disposal of subsidiaries referred to in note 3, all of the above
results relate to discontinued operations.
There is no difference between the profit/(loss) on ordinary activities before
taxation and the retained profit/(loss sustained) for the year ended 31 August
2003 and their historical cost equivalents.
The Group has no recognised gains or losses other than those included in the
results above and therefore no separate statement of total recognised gains and
losses has been presented.
Consolidated balance sheet as at 31 August 2003
Note 2003 2002
#'000 #'000
Fixed assets
Intangible assets - 6,888
Tangible assets - 3,787
- 10,675
Current assets
Stocks - 1,497
Debtors - 4,323
Cash at bank and in hand 144 -
144 5,820
Creditors - amounts falling due within
one year (18) (14,725)
Net current assets/(liabilities) 126 (8,905)
Total assets less current liabilities 126 1,770
Creditors - amounts falling due after
more than one year - (11,935)
Provisions for liabilities and charges - (182)
Net assets/(liabilities) 126 (10,347)
Capital and reserves
Called up equity share capital 5 613 613
Share premium account 14,305 14,305
Capital redemption reserve 50 50
Profit and loss account (14,842) (25,315)
Equity shareholders' funds/(deficit) 6 126 (10,347)
Consolidated cash flow statement for the year ended 31 August 2003
Note 2003 2002
#'000 #'000
Net cash outflow from operating activities (863) (526)
Returns on investment and servicing of finance
Interest paid (168) (735)
Interest received 2 2
Net cash outflow from returns on investments and servicing of
finance (166) (733)
Taxation
UK corporation tax repaid - 149
Capital expenditure and financial investment
Purchase of tangible fixed assets (175) (744)
Sale of tangible fixed assets - 5
Net cash outflow from capital expenditure and financial
investment (175) (739)
Acquisitions and disposals
Disposal of subsidiary undertakings 3 483 -
Net cash at bank disposed with subsidiary undertakings 3 (412) -
Net cash inflow from disposal of subsidiary undertakings 71 -
Net cash outflow before financing (1,133) (1,849)
Financing
Capital element of hire purchase agreements (111) (192)
Net cash outflow from financing (111) (192)
Decrease in cash in the year 7 (1,244) (2,041)
Notes
1 Basis of preparation
This preliminary announcement contains information extracted from the audited
financial statements of the Company and the Group for the year ended 31 August
2003. Those financial statements have been prepared on the basis of the
accounting policies set out in the Group's 2002 statutory accounts.
A copy of the full financial statements will be sent to shareholders.
2 Exceptional items
2003 2002
#'000 #'000
Cost of sales:
Development costs written off - 216
Additional finished stock provisions - 585
Exceptional product rectification costs - 207
- 1,008
Administrative expenses:
Bank facility restructuring, and associated costs 26 274
Redundancy and reorganisation costs 128 140
Lease rentals & dilapidations charge on unoccupied property - 126
Fixed assets impairment - 120
154 660
3 Profit on disposal of subsidiary undertakings
On 7 February 2003 a letter was sent to shareholders concerning proposals to
dispose of the Group's subsidiaries, notifying a serious loss of capital, to
change the name of the Company, and convening two Extraordinary General
Meeting's on 24 February 2003 and 3 March 2003. The first Extraordinary General
Meeting, to deal with the disposal of the subsidiaries, was duly held on 24
February 2003. The resolution was passed and the disposal of the subsidiaries
was completed on 25 February 2003. The second Extraordinary General Meeting, to
deal with the change of name of the Company to Saltmark plc (formerly Direct
Message plc), was held on 3 March 2003 and the resolution passed.
The disposal was completed on 25 February 2003, the key elements of which were
as follows:
1) Saltmark Limited sold the shares of its subsidiary companies to Direct
Message Group Limited ("DMG"), in consideration for cash of #644,000 and 7.5% of
the issued ordinary share capital of DMG valued at #15,000.
2) The Group's bank loan (#21,050,000) and bank overdrafts (#3,070,000)
were novated to the Group's trading subsidiaries on disposal.
The profit and cash flows arising from the disposal were as follows:
Assets disposed of were: #'000
Goodwill 6,700
Tangible fixed assets 3,686
Stocks 1,253
Debtors 4,295
Cash at bank and in hand 412
Creditors (3,551)
Provisions for liabilities and charges (182)
Total net assets disposed 12,613
Profit on disposal 11,990
Consideration 24,603
Consideration comprised: #'000
Cash consideration 644
Costs (161)
Net cash consideration 483
Non-cash items:
- Novation of bank loan 21,050
- Novation of bank overdrafts 3,070
24,603
No taxation charge arose on the profit on disposal of subsidiary undertakings.
4 Earnings/(loss) per share
The calculation of basic earnings/(loss) per share for the year ended 31 August
2003 is based on the profit attributable to ordinary shareholders of #10,473,000
(2002: loss #23,772,000) divided by the relevant number of shares in issue. In
accordance with FRS 14, Earnings per share, the relevant number of shares is
615,870, being those in issue subsequent to the post year end reorganisation
described in note 5 (a) - (c). Furthermore, the comparative calculation of loss
per share has been restated using 615,870 as the relevant number of shares.
At 31 August 2003, the Group had no share options in issue (2002: 4,018,000) and
there were no dilutive potential ordinary shares (2002: nil).
The adjusted loss per share is based on the loss attributable to ordinary
shareholders, after adding back goodwill amortisation and impairment,
exceptional costs, profit on disposal of subsidiary undertakings and loss on
disposal of fixed assets, as follows:
2003 2002
#'000 # #'000 #
Profit retained/(loss sustained) for the year 10,473 17.01 (23,772) (38.60)
Goodwill amortisation and impairment 188 0.31 19,823 32.19
Exceptional costs 154 0.25 1,668 2.71
Profit on disposal of subsidiary undertakings (11,990) (19.48) - -
Loss on disposal of fixed assets 4 0.01 63 0.10
Adjusted loss per share (1,171) (1.90) (2,218) (3.60)
5 Share capital
2003 2002
#'000 #'000
Authorised
85,000,000 Ordinary shares of 1p each 850 850
Allotted, called up and fully paid
61,367,220 Ordinary shares of 1p each 613 613
Capital reorganisation
On 16 October 2003 a special resolution was passed, resolving that:
a) every 5,000 ordinary shares of 1p each in the share capital of the
Company forming part of the authorised and issued share capital of the Company
held by those persons whose names appeared as its holders thereof in the
register of members of the Company at 16 October 2003 be consolidated into one
new ordinary share of #50 ("Consolidated Share");
b) every 5,000 of the of the unissued but authorised ordinary shares of 1p
each in the capital of the Company be consolidated into one Consolidated Share;
c) each of the issued and authorised Consolidated Shares be sub-divided
and converted into 50 ordinary shares of 1p each and one deferred share of
#49.50, such shares having the rights and being subject to the restrictions set
out in the new articles of association of the Company amended by special
resolution on 16 October 2003 ("New Articles"); and
d) each of the unissued and authorised Consolidated Shares be sub-divided
into 5,000 ordinary shares of 1p each, such shares having the rights and being
subject to the restrictions set out in the New Articles.
Following the capital reorganisation, the share capital of the Company was as
follows:
#'000
Authorised
24,248,650 Ordinary shares of 1p each 243
12,273 Deferred shares of #49.50 each 607
850
Allotted, called up and fully paid
615,870 Ordinary shares of 1p each 6
12,273 Deferred shares of #49.50 each 607
613
Following the issue of 860,869 ordinary shares on 16 October 2003 to acquire
the coin collection of Ian Goldbart and the issue of 3,660,438 shares for cash
pursuant to a placing agreement (further details of these issues are given in
note 8), the issued share capital of the Company was as follows:
Allotted, called up and fully paid
5,137,177 Ordinary shares of 1p each 51
12,273 Deferred shares of #49.50 each 607
658
6 Reconciliation of movements in equity shareholders' funds/(deficit)
2003 2002
#'000 #'000
Profit retained/(loss sustained) for the year 10,473 (23,772)
Net addition to/(reduction in) equity
shareholders' funds 10,473 (23,772)
(Deficiency in)/surplus of equity shareholders'
funds at start of year (10,347) 13,425
Surplus of/(deficiency in) equity shareholders'
funds at end of year 126 (10,347)
7 Analysis of net debt
At 1 September Other non-cash At 31 August
2002 changes 2003
#'000 Cashflow #'000 Disposals #'000
#'000 #'000
Cash at bank and in hand - 144 - - 144
Overdraft (1,682) (1,388) - 3,070 -
(1,682) (1,244) - 3,070 144
Bank loan (19,839) - (1,211) 21,050 -
Obligations under hire
purchase agreements (339) 111 (33) 261 -
(20,178) 111 (1,244) 21,311 -
Net (debt)/funds (21,860) (1,133) (1,244) 24,381 144
The non-cash change in the bank loan of #1,211,000 comprises unpaid interest of
#991,000 added to the loan and write off of debt issue costs of #220,000. The
disposals relate to the disposal of subsidiaries described in more detail in
note 3.
8 Post balance sheet event
On 23 September 2003, the Company sent a circular to shareholders concerning the
following matters:
* Change of business
* Reorganisation of share capital
* Issue of 860,869 ordinary shares at 23p per share to acquire a rare coin
collection
* Placing of 3,660,438 ordinary shares at 23p per share
* Admission of the enlarged share capital to trading on AIM
* Change of name (from Saltmark plc to Noble Investments (UK) plc)
A notice was included in the circular which convened an EXTRAORDINARY GENERAL
MEETING for 16 October 2003. The EXTRAORDINARY GENERAL MEETING was duly held and
all resolutions put to the meeting were passed.
The Company is now a specialist trader and investor in rare coins and possibly
other collectibles. Following the EXTRAORDINARY GENERAL MEETING on 16 October
2003, two new directors were appointed; Ian Goldbart, as Executive Director, who
will implement the strategy of the new business and Dimitri Loulakakis, as a
Non-executive Director, who has 35 years experience in this field.
The working capital of the company has been provided by the acquisition of the
rare coin collection of Ian Goldbart, valued at #198,000 and acquired for the
issue of 860,869 ordinary shares; and the placing of 3,660,438 ordinary shares
at 23p per share, raising #841,901, before expenses of approximately #90,000.
This information is provided by RNS
The company news service from the London Stock Exchange
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